Stock Exchange Announcement No 5/2002
The annual general meeting of Danske Bank A/S will be held on Tuesday, March 19, 2002, at 2.00pm at the Tivoli Concert Hall, Tietgensgade 20, Copenhagen, Denmark.
a) The report of the Board of Directors on the Bank’s activities during the past accounting year.
b) Submission of the annual accounts for adoption. Proposal by the Board of Directors and Executive Board for discharge from their obligations and proposal for allocation of profits or for the cover of losses according to the adopted annual accounts.
The Board of Directors proposes that a dividend of DKr4.75 for each share of DKr10 be paid out.
c) Election of members to the Board of Directors.
According to Article 15 of the Articles of Association, the following members retire by rotation:
Sten Scheibye, Chief Executive of Coloplast A/S, and Birgit Aagaard-Svendsen, Executive Vice President, CFO of J. Lauritzen A/S.
The Board of Directors proposes that Sten Scheibye and Birgit Aagaard-Svendsen be re-elected to the Board.
d) Election of two state-authorised public accountants as auditors.
According to Article 21 of the Articles of Association, the auditors:
Grant Thornton, Statsautoriseret Revisionsaktieselskab (previously Grothen & Perregaard, Statsautoriseret Revisionsaktieselskab), and KPMG C. Jespersen, state-authorised public accountants, retire.
The Board of Directors proposes re-election of the auditors.
e) A request from the Board of Directors to the general meeting for renewal of the authorisation enabling the Bank to acquire its own shares, which the Board proposes be worded as follows:
“The Board of Directors is authorised – until the next annual general meeting – to allow the Bank to acquire its own shares by way of ownership or pledge up to an aggregate nominal value of 10% of its share capital in accordance with section 48 of the Danish Companies Act. If shares are acquired in ownership, the purchase price must not diverge from the price quoted on the Copenhagen Stock Exchange at the time of acquisition by more than 10%.”
f) The Board of Directors’ proposal to transfer “Share premium account”, which amounts to DKr1,227,044,250 as at December 31, 2001, to “Brought forward from prior years”.
g) The Board of Directors proposes the following amendments to the Articles of Association:
- in Article 2, paragraph 1, that “Danish banking law” be changed into “Danish law”. Article 2, paragraph 1, will thus be worded as follows:
“The Bank conducts banking business of every nature, as well as other kinds of business permitted under Danish law.”
- in Article 6, sub-article I, paragraph 1, and sub-article II, paragraph 1, that the authorisation of the Board of Directors to increase the share capital of the Bank, etc., be extended until March 1, 2007. Article 6, sub-article I, paragraph 1, and sub-article II, paragraph 1, will thus be worded as follows:
“Until March 1, 2007, the Board of Directors shall be authorised to increase the share capital of the Bank by up to DKr2,700,302,530. The increase may take place in one or more issues. In accordance with the first paragraph of Article 5 the Bank's existing shareholders shall have pre-emption rights to subscribe for new shares in proportion to their holdings, unless the Board of Directors resolves unanimously that the new shares shall be issued without pre-emption rights for existing shareholders, in which event the new shares shall be offered at market price, always provided that the price is not less than DKr10.50 per share of DKr10 and that payment for the new shares is made in cash.”
sub-article II, paragraph 1:
“The Board of Directors shall be authorised, until March 1, 2007, on one or more occasions to raise loans against bonds or other instruments of debt, which bonds or instruments of debt shall entitle the lender to convert his claim into shares (convertible loans). Convertible loans shall not exceed the amount which may be raised under the authority to increase the Bank's share capital, cf. the first paragraph of sub-article I above, according to the conversion price fixed on the raising of such loans.”
- in Article 13, that the wording be adjusted to new legislation as follows:
“At the Annual General Meeting the audited Annual Report is submitted.
The Agenda for the Annual General Meeting shall comprise the following business:
a. Submission of the Annual Report for adoption. A proposal by the Board of Directors and the Executive Board for discharge from their obligations and a proposal for allocation of profits or for the cover of losses according to the adopted Annual Report.
b. Election of Directors in accordance with the provisions of Article 15.
c. Election of external auditors in accordance with Article 21.
d. Any other proposals or business submitted by shareholders or the Board of Directors.”
- in Article 14, paragraph 2, that the second sentence be repealed. Article 14, paragraph 2, will thus be worded as follows:
“Resolutions regarding any amendment to these Articles which pursuant to law cannot be made by the Board of Directors shall be passed only if adopted by not less than two-thirds of the votes cast and by not less than two-thirds of the share capital represented at the General Meeting and entitled to vote, always provided that such amendments are not subject to more stringent statutory provisions. Amendments to paragraph three of this Article shall, however, be adopted in accordance with the provisions set out therein.”
- that the temporary provision in Article 15, last paragraph, be repealed.
- that the number of members of the Executive Board in Article 19, second sentence, be changed from not less than four to not less than two as follows:
“The Executive Board shall manage the day-to-day business and affairs of the Bank and shall consist of not less than two and not more than ten members. The rules of procedure of the Executive Board shall be established by the Board of Directors.”
- in Article 21, that the wording be adjusted to new legislation as follows:
“The Bank’s Annual Report shall be audited by one or more state-authorised public accountants who shall be elected for one year at a time.”
h) Any additional proposals, etc. made by the shareholders.
Shareholders may request admission cards and ballot paper at the Bank’s branches or on tel. +45 33 44 51 40 up to and including March 14, 2002.
The Bank’s annual report will be available at the Bank’s head office, Holmens Kanal 2-12, Copenhagen, Denmark, eight days, at the latest, before the general meeting.
Danske Bank A/S
Board of Directors